Wisconsin Statutes
Wis. Stat. § 183.0404 (2026)
Sharing of and right to distributions before dissolution
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183.0404(1)(1) Except to the extent necessary to comply with any transfer effective under s. 183.0502 or charging order in effect under s. 183.0503, any distributions made by a limited liability company before its dissolution and winding up must be made proportionally among members and dissociated members on the basis of the value of the contributions made by each such member, as stated in the records required to be kept under s. 183.0402 (2), or, in the case of a company treated as a partnership for tax purposes, the partnership capital account of each such member as computed for tax reporting purposes.
183.0404(2)(2) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person’s dissociation does not entitle the person to a distribution.
183.0404(3)(3) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in s. 183.0707 (4), a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person’s share of distributions.
183.0404(4)(4) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the company’s obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made.
Notes of Decisions
Cited in 9
cases, 2004–2020 · leading case: Gottsacker v. Monnier, 2005 WI 69, 697 N.W.2d 436.
Gottsacker v. Monnier, 2005 WI 69, 697 N.W.2d 436. “Because Wis. Stat. § 183.0404 does not address how or when a member is precluded from voting, Gregory asks that we look to Wis.”
Daniel Marx v. Richard L. Morris, 2019 WI 34, 925 N.W.2d 112. “Wis. Stat. § 183.0404 (1)(a). A member whose contributions represent 40 percent of the total contributions would thus hold 40 percent of the voting power.”
Lenticular Eur., LLC v. Cunnally, 2005 WI App 33, 693 N.W.2d 302. “Wis. Stat. § 183.0404 (l)(a), to which Wis.”
Woods v. Resnick, 725 F. Supp. 2d 809 (W.D. Wis. 2010). “See Wis. Stat. § 183.0404 (describing voting rights of members of limited liability companies).”
Gottsacker v. Monnier, 2004 WI App 25, 676 N.W.2d 533. “He argues that, because there was a conflict of interest, Paul and Julie were precluded from voting to transfer the property by Wis. Stat. § 183.0404 (3). The trial court agreed, ruling that the conveyance of the sole asset of New Jersey LLC to the newly created limited…”
Carhart-Halaska Int'l, LLC v. Carhart, Inc., 920 F. Supp. 2d 971 (E.D. Wis. 2013). “” Wis. Stat. § 183.0404 (l)(a), (3). To override this rule, an LLC’s operating agreement “must explicitly address voting to authorize an action on behalf of an LLC.”
Sanitary Dist. No. 4-Town of Brookfield v. City of Brookfield, 2009 WI App 47, 767 N.W.2d 316. “" See Wis. Stat. § 183.0404 (1). Affirmative vote, approval and consent occurred in both Leopold/Trainor's and Schecterle Commercial's decisions to authorize Wozniak and Schecterle to execute the annexation petition.”
Daniel Marx v. Richard L. Morris, No. 2017AP000146 (Wis. Apr. 2, 2019). “Wis. Stat. § 183.0404 (1)(a). A member whose contributions represent 40 percent of the total contributions would thus hold 40 percent of the voting power.”
Skyrise Constr. Grp., LLC v. Global Water Ctr. II, LLC, 939 N.W.2d 887 (Wis. Ct. App. 2020). “§§ 183.0404(4)(a) and 183.1205-1207. But, Skyrise does not rely on those portions of ch.”
Wis. Stat. § 183.0404(1)(a): 1 case
Gottsacker v. Monnier, 2005 WI 69, 697 N.W.2d 436. “Because Wis. Stat. § 183.0404 does not address how or when a member is precluded from voting, Gregory asks that we look to Wis.”
Wis. Stat. § 183.0404(2): 2 cases
Daniel Marx v. Richard L. Morris, 2019 WI 34, 925 N.W.2d 112. “Wis. Stat. § 183.0404 (1)(a). A member whose contributions represent 40 percent of the total contributions would thus hold 40 percent of the voting power.”
Daniel Marx v. Richard L. Morris, No. 2017AP000146 (Wis. Apr. 2, 2019). “Wis. Stat. § 183.0404 (1)(a). A member whose contributions represent 40 percent of the total contributions would thus hold 40 percent of the voting power.”
Wis. Stat. § 183.0404(3): 1 case
Gottsacker v. Monnier, 2004 WI App 25, 676 N.W.2d 533. “He argues that, because there was a conflict of interest, Paul and Julie were precluded from voting to transfer the property by Wis. Stat. § 183.0404 (3). The trial court agreed, ruling that the conveyance of the sole asset of New Jersey LLC to the newly created limited…”
Wis. Stat. § 183.0404(4)(a): 1 case
Skyrise Constr. Grp., LLC v. Global Water Ctr. II, LLC, 939 N.W.2d 887 (Wis. Ct. App. 2020). “§§ 183.0404(4)(a) and 183.1205-1207. But, Skyrise does not rely on those portions of ch.”
Wis. Stat. § 183.0404(l)(a): 1 case
Gottsacker v. Monnier, 2005 WI 69, 697 N.W.2d 436. “Because Wis. Stat. § 183.0404 does not address how or when a member is precluded from voting, Gregory asks that we look to Wis.”
Wis. Stat. § 183.0404(l)(b): 1 case
Lenticular Eur., LLC v. Cunnally, 2005 WI App 33, 693 N.W.2d 302. “Wis. Stat. § 183.0404 (l)(a), to which Wis.”
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